GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2011-1)
Exhibit 1.2
GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES
(SERIES 2011-1)
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Dated:
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August 3, 2011
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General Electric Capital Corporation
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Re:
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Underwriting Agreement, dated August 3, 2011, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein
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1.
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Offered Notes.
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The notes described below in this Section 1 are the “Offered Notes” for the purpose of this Terms Agreement and for purposes of the above-referenced Underwriting Agreement (the “Underwriting Agreement”). The Underwriting Agreement is incorporated herein and made a part hereof. The Offered Notes are the Series 2011-1 Notes that will be issued by GE Dealer Floorplan Master Note Trust.
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Class
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Principal
Amount
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Interest Rate
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Final
Maturity Date
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A
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$400,000,000
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One month LIBOR plus 0.60% per year
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July 20, 2016
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2.
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Underwriters
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The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.
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Underwriter
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Class Purchased
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$ Purchased
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▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
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A
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$158,000,000.00
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Barclays Capital Inc.
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A
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$158,000,000.00
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Credit Suisse Securities (USA) LLC
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A
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$28,000,000.00
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RBS Securities Inc.
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A
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$28,000,000.00
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Loop Capital Markets, LLC
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A
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$28,000,000.00
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3. Underwriting Allotment
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Underwriting Allotment
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Class A
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▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
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$158,000,000.00
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Barclays Capital Inc.
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$158,000,000.00
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Credit Suisse Securities (USA) LLC
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$28,000,000.00
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RBS Securities Inc.
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$28,000,000.00
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Loop Capital Markets, LLC
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$28,000,000.00
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Total Amount
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$400,000,000.00
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4. Purchase Price, Discounts and Concessions
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Class A
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Gross Purchase Price
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100.00%
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Underwriting Discount
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0.260%
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Net Purchase Price
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99.740%
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Maximum Dealer Selling Concessions
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0.156%
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Maximum Dealer Reallowance Discounts
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0.078%
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5. Date of Sale
August 3, 2011 (the date the first Contract of Sale was entered into as designated by the Representatives).
The Underwriters agree, severally and not jointly, to purchase the Offered Notes subject to the terms and provisions of this Terms Agreement and the Underwriting Agreement.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED,
for itself and as a Representative
By:/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
BARCLAYS CAPITAL INC.,
for itself and as a Representative
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
Accepted and Agreed:
By: /s/ ▇▇▇▇ ▇. Peak
Name: ▇▇▇▇ ▇. Peak
Title: Vice President
Name: ▇▇▇▇ ▇. Peak
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Attorney-in-Fact
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Attorney-in-Fact